Exhibit 4.3



 Exhibit 4.3 
 BY-LAWS 
 OF 
 AOL INC. 
 ARTICLE I

 Offices 
 SECTION 1. Registered Office. The registered office of AOL Inc. (hereinafter called the “Corporation”) in the State of Delaware shall be at 2711 Centerville Road, Suite 400,
in the City of Wilmington, in the County of New Castle, in the State of Delaware 19808, or such other place as the Board of Directors of the Corporation (the “Board”) shall from time to time select, and the registered agent shall be
the Corporation Service Company or such other person as the Board shall from time to time select. 
 SECTION 2. Other
Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other place or places, either within or without the State of Delaware,
as the Board may from time to time determine or the business of the Corporation may require. 
 ARTICLE II 
 Meetings of Stockholders 
 SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation (the “Stockholders”) shall be held at such date and time as may be fixed by resolution of
the Board. 
 SECTION 2. Special Meeting. (a) Special meetings of Stockholders may be called at any time only
by (i) the Board, (ii) the Chairman of the Board (the “Chairman”) or (iii) the Chief Executive Officer. 
 SECTION 3. Place of Meeting. The Board may designate the place of meeting for any meeting of Stockholders. If no designation is made by the Board, the place of meeting shall be the principal
executive offices of the Corporation. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the
General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”) (or any successor provision thereto). 
 SECTION 4. Notice of Meeting. Except as otherwise provided by applicable law, notice stating (i) the place of the meeting, if any, (ii) the date and time of the meeting,
(iii) the means of remote communications, if any, by which Stockholders and proxyholders may be deemed to be present in person and vote at the meeting, (iv) the record date for determining the Stockholders entitled to vote at the meeting,
if such date is different from the record date for








 
determining Stockholders entitled to notice of the meeting and (v) in the case of special meetings, the purpose or purposes for which such special meeting is called, shall be prepared and
sent by the Corporation not less than 10 days nor more than 60 days before the date of the meeting to each Stockholder of record entitled to vote at such meeting. Such further notice shall be given as may be required by applicable law. 

SECTION 5. Quorum, Adjournment and Postponement. (a) Except as otherwise provided by applicable law, the Certificate of
Incorporation of the Corporation (as amended from time to time, the “Certificate”) or these By-laws, the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote
generally on the business properly brought before the meeting in accordance with these By-laws (collectively, the “Voting Stock”), represented in person or by proxy, shall constitute a quorum at a meeting of Stockholders;
provided, however, that if specified business is to be voted on by a class of the Corporation’s capital stock or a series of the Corporation’s capital stock voting as a class, the holders of a majority of the voting power of
the shares of such class or series, represented in person or by proxy, shall constitute a quorum for the transaction of such specified business. The Stockholders present at a duly organized meeting may continue to transact any business for which a
quorum existed at the commencement of such meeting until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum. 
 (b) The Chairman or the holders of a majority of the voting power of the outstanding shares of Voting Stock represented at a meeting of Stockholders may adjourn the meeting from time to time, whether or
not there is such a quorum (or, in the case of specified business to be voted on by a class or series, the Chairman or the holders of a majority of the voting power of the outstanding shares of such class or series so represented may adjourn the
meeting with respect to such specified business). No notice of the place, date, means of communication and/or voting, record date or time of an adjourned meeting need be given except as otherwise required by applicable law. 
 (c) Any previously-scheduled meeting of Stockholders may be postponed, and any previously-scheduled special meeting of Stockholders may be
canceled, by the Board upon public notice given prior to the time previously scheduled for such meeting of Stockholders. 
 SECTION 6. Proxies. At all meetings of Stockholders, a Stockholder may vote by proxy as may be permitted by applicable law; provided, however, that no proxy shall be voted after three years from its date, unless
the proxy provides for a longer period. Any proxy to be used at a meeting of Stockholders must be delivered to the Secretary of the Corporation (the “Secretary”) or his or her representative at the principal executive offices of the
Corporation at or before the time of the meeting. 
 SECTION 7. Notice of Stockholder Business and Nominations; Order of
Business. (a) Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of business to be considered by Stockholders may be made at an annual meeting of Stockholders (A) pursuant
to the Corporation’s notice of meeting delivered pursuant to Section 4 of this Article II; (B) by or at the direction of the Chairman or (C) by any Stockholder who is entitled to vote at the meeting on the election of directors
or such business (as applicable). 
  

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 (b) Special Meetings of Stockholders. Only such business shall be conducted at a
special meeting of Stockholders as shall have been brought before the meeting (i) pursuant to the Corporation’s notice of meeting delivered pursuant to Section 4 of this Article II or (ii) by or at the direction of the Chairman.

 (c) General. (i) Except as otherwise provided by applicable law, only persons who are nominated in accordance
with the procedures and other requirements set forth in Section 7(a) or 7(b) of this Article II, as applicable, shall be eligible to be elected or re-elected as directors at a meeting of Stockholders, and only such business shall be conducted
at a meeting of Stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 7. The Board may adopt by resolution such rules and regulations for the conduct of meetings of Stockholders
as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board or these By-laws, the Chairman shall have the right and authority to convene the meeting, to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of the Chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the Chairman, may include the
following: (A) the establishment of an agenda or order of business for the meeting; (B) rules and procedures for maintaining order at the meeting and the safety of those present; (C) limitations on attendance at or participation in
the meeting to Stockholders of record of the Corporation, their duly authorized proxies and such other persons as the Board or the Chairman shall determine; (D) restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (E) limitations on the time allotted to questions or comments by participants. Except as otherwise provided by applicable law, the Certificate or these By-laws, the Board or the Chairman shall, if the facts warrant, determine that
any business (including a nomination for election as a director) was not properly brought before the meeting and if the Board or the Chairman should so determine, shall so declare to the meeting, and any such business not properly brought before the
meeting shall not be transacted or considered. 
 SECTION 8. Procedure for Voting. (a) Except as otherwise
required by applicable law, the Certificate, these By-laws or any applicable rule of a national securities exchange, all matters submitted to Stockholders at any meeting shall be decided by the affirmative vote of a majority of the voting power of
the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and voting thereon, and where a separate vote by class is required, a majority of the voting power of the shares of that class present in person
or represented by proxy at the meeting and voting thereon. 
 (b) The vote on any matter, including the election of directors,
need not be by written ballot. Any written ballot shall be signed by the Stockholder voting, or by such Stockholder’s proxy, and shall state the number of shares voted. 
 SECTION 9. Inspectors of Elections; Opening and Closing the Polls. (a) To the extent required by applicable law, the Board
by resolution or the Chairman shall appoint one or more inspectors, which inspector or inspectors may not be directors, officers or employees of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be
designated as alternate inspectors to replace any inspector who fails to act. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to
the best of his or her ability. The inspectors shall have the duties prescribed by the DGCL. 
  

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 (b) The Chairman shall fix and announce at the meeting the date and time of the opening and
the closing of the polls for each matter upon which the Stockholders will vote at the meeting. 
 SECTION 10. Action
Without Meeting. Any action required or permitted to be taken at any annual or special meeting of the Stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the
action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and
voted and shall be delivered to the corporation by delivery to the Secretary or agent of the Corporation having custody of the book in which proceedings of meetings of the Stockholders are recorded. 
 ARTICLE III 
 Board of Directors 
 SECTION 1. General Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board, except as otherwise provided by applicable law or by the Certificate. If any such provision is made in the Certificate, the powers and duties imposed upon the Board by applicable law shall be
exercised or performed to such extent and by such person or persons as shall be provided in the Certificate. 
 SECTION
2. Number, Qualification and Election. (a) The number of the directors of the Corporation shall be three unless fixed otherwise from time to time by the Board. No decrease in the number of directors constituting the Board shall
shorten the term of any incumbent director. The term “Whole Board” shall mean the total number of authorized directors, whether or not there exist any vacancies or unfilled previously authorized directorships. 
 (b) Each director shall be elected by the Stockholders entitled to vote thereon at each annual meeting of the Stockholders, and shall hold
office until the next annual meeting of the Stockholders and until each of their successors shall have been duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal from office. 
 (c) Each director shall be at least 21 years of age. Except as otherwise provided by a duly adopted resolution by the Board, directors need
not be Stockholders of the Corporation. 
 SECTION 3. Notification of Nominations. Nominations for the election of
directors may be made by (i) the Board or (ii) any Stockholder entitled to vote on the election of directors, 
 SECTION 4. Quorum and Manner of Acting. Except as otherwise provided by applicable law, the Certificate or these By-laws, (i) a majority of the Whole Board shall constitute a quorum for the transaction of business at any
meeting of the Board and (ii) the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act

  

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of the Board. The Chairman may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called. 
 SECTION 5. Place of Meeting. The
Board may hold its meetings at such place or places within or without the State of Delaware as the Board may from time to time determine or as shall be specified or fixed in the respective notices or waivers of notice thereof 
 SECTION 6. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman, the Chief Executive
Officer or a majority of the Whole Board. 
 SECTION 7. Notice of Meetings. Notice of regular meetings of the Board
or of any adjourned meeting thereof need not be given. Notice of each special meeting of the Board shall be given by overnight delivery service or mailed to each director, in either case addressed to such director at such director’s residence
or usual place of business, at least two days before the day on which the meeting is to be held or shall be sent to such director by telecopy, facsimile, e-mail or be given personally or by telephone, not later than the day before the meeting is to
be held, but notice need not be given to any director who, either before or after the meeting, submits a signed waiver of such notice or who attends such meeting without protesting, prior to or at its commencement, the lack of notice to such
director. Every such notice shall state the time and place but need not state the purpose of the meeting. 
 SECTION
8. Rules and Regulations. The Board may adopt such rules and regulations not inconsistent with applicable law, the Certificate or these By-laws for the conduct of its meetings and management of the affairs of the Corporation as the Board
may deem proper. 
 SECTION 9. Participation in Meeting by Means of Communications Equipment. Any one or more
members of the Board or any committee thereof may participate in any meeting of the Board or of any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can
hear each other or as otherwise permitted by applicable law, and such participation in a meeting shall constitute presence in person at such meeting. 
 SECTION 10. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all of the members of
the Board or of any such committee, as the case may be, consent thereto in writing, by electronic transmission or transmissions, or as otherwise permitted by applicable law and, if required by applicable law, the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the Board or of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained
in electronic form. 
 SECTION 11. Resignations. Any director of the Corporation may resign at any time by giving
written notice (including by electronic transmission) to the Board, the Chairman, the Chief Executive Officer, the President or the Secretary. Such resignation shall take effect at the time specified therein or, if the time is not specified therein,
upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 
  

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 SECTION 12. Vacancies. Vacancies in the Board and newly created directorships
resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director or by the Stockholders of the Corporation at the next annual
meeting or any special meeting called for the purpose. 
 SECTION 13. Compensation. Unless otherwise restricted by
the Certificate, the Board shall have the authority to fix the compensation of the directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of
the Board or paid a stated salary or paid other compensation as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees
may be allowed compensation for attending committee meetings. 
 SECTION 14. Establishment of Committees of the
Board. The Board may from time to time by resolution create committees of directors with such functions, duties and powers as the Board shall by resolution prescribe, including, without limitation, a nominating and governance committee, an audit
committee and a compensation committee. A majority of all the members of any such committee may determine its actions and rules or procedures, and fix the time, place and manner of its meetings, unless these By-laws or the Board shall otherwise
provide. The Board may, from time to time, establish, eliminate and modify the power and authority of any of the Board’s committees, change the size of a committee and add, remove or replace the chair or members of any committee. 
 ARTICLE IV 
 Officers 
 SECTION 1. Number; Term of Office; Salary. The officers of the Corporation shall be
elected by the Board and may consist of: a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents (including Assistant, Executive and Senior Vice Presidents), a Treasurer, a Secretary and such other
officers or agents with such titles and such duties as the Board may from time to time determine, each to have such authority, functions and duties as provided in these By-laws or as the Board may from time to time determine, and each to hold office
for such term as may be prescribed by the Board and until such person’s successor shall have been chosen and qualified, or until such person’s death or resignation, or until such person’s removal in the manner hereinafter provided.
One person may hold the offices and perform the duties of any two or more of said officers. The Board may require any officer or agent to give security for the faithful performance of such person’s duties. 
 SECTION 2. Removal. Any officer may be removed, either with or without cause, by the Board at any meeting thereof called for
such purpose or, except in the case of the Chief Executive Officer, by any superior officer upon whom such power may be conferred by the Board. 
  

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 SECTION 3. Resignation. Any officer may resign at any time by giving notice to
the Board, the Chief Executive Officer or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. 
 SECTION 4. Chairman of the Board. The Chairman may be an officer of
the Corporation, subject to the control of the Board, and shall report directly to the Board. The Chairman shall have supervisory responsibility over officers operating and discharging their responsibilities as shall be determined by the Board. The
Chairman shall preside over Board meetings and shall perform all such other duties which are commonly incident to the capacity of Chairman or which are delegated to him or her by the Board. The Chairman shall have the power to sign all stock
certificates. 
 SECTION 5. Chief Executive Officer. The Chief Executive Officer shall have general supervision and
direction of the business and affairs of the Corporation, subject to control of the Board, and shall report directly to the Board. The Chief Executive Officer shall, if present and in the absence of the Chairman, preside at meetings of Stockholders.

 SECTION 6. President. The President shall have general supervision and direction of the business and affairs of
the Corporation, subject to the control of the Board. The President shall have the power to sign all stock certificates. 
 SECTION 7. Chief Financial Officer. The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the
Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the Chief Executive Officer or as the Board may from time to time
determine. 
 SECTION 8. Vice-Presidents. Any Vice-President shall have such powers and duties as shall be
prescribed by his superior officer or the Board. 
 SECTION 9. Treasurer. The Treasurer shall supervise and be
responsible for all the funds and securities of the Corporation, the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation, borrowings and compliance with the provisions of all indentures,
agreements and instruments governing such borrowings to which the Corporation is a party, the disbursement of funds of the Corporation and the investment of its funds and in general shall perform all of the duties incident to the office of the
Treasurer. The Treasurer shall have the power to sign all stock certificates. 
 SECTION 10. Secretary. It shall be
the duty of the Secretary to act as secretary at all meetings of the Board, of the committees of the Board and of the Stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose, the Secretary shall see
that all notices required to be given by the Corporation are duly given and served, the Secretary shall be custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates of stock of the Corporation
(unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and to all documents, the execution

  

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of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-laws, the Secretary shall have charge of the books, records and papers of the
Corporation and shall see that the reports, statements and other documents required by applicable law to be kept and filed are properly kept and filed and in general shall perform all of the duties incident to the office of Secretary. The Secretary
shall have the power to sign all stock certificates. 
 SECTION 11. Assistant Treasurers and Assistant Secretaries.
Any Assistant Treasurers and Assistant Secretaries shall perform such duties as shall be assigned to them by the Board, by the Treasurer or Secretary, respectively, or by the Chief Executive Officer. 
 SECTION 12. Additional Matters. The Chief Executive Officer, the President and the Chief Financial Officer of the Corporation
shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer, Assistant Controller or Assistant Secretary. Any employee so designated shall have the powers and
duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board. 
 ARTICLE V 
 Capital Stock 
 SECTION 1. Certificates for Shares; Direct Registration. (a) The shares of capital stock of the Corporation may be
represented by certificates or, if provided by a resolution of the Board, may be uncertificated shares that may be evidenced by a book-entry system (including, without limitation, a direct registration system) maintained by the registrar of such
capital stock, or a combination of both. To the extent that shares of capital stock are represented by certificates, such certificates, whenever authorized by the Board, shall be in such form as shall be approved by the Board. The certificates
representing shares of capital stock of each class shall be signed by, or in the name of the Corporation by, the Chairman, a President, or a Vice-President, and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary.
Any or all such signatures may be facsimiles if countersigned by a transfer agent or registrar. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer,
transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue. 
 (b) The stock ledger and blank share certificates shall be kept by the Secretary or by a transfer agent or by a registrar or by any other
officer or agent designated by the Board. 
 SECTION 2. Transfer of Shares. Transfers of shares of capital stock of
each class of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof, or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the
Secretary or a transfer agent for such stock, if any, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power (or
by proper evidence of succession, assignment or authority to transfer) and the payment of any taxes

  

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thereon; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. The person in whose name shares are registered on the
books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. 
 SECTION
3. Registered Stockholders and Addresses of Stockholders. (a) The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of capital stock to receive dividends and
to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of capital stock on the part of any other person, whether or not it shall have express or other notice thereof, except as
otherwise provided by applicable law. 
 (b) Each Stockholder shall designate to the Secretary or transfer agent of the
Corporation an address at which notices of meetings and all other corporate notices may be given to such person, and, if any Stockholder fails to designate such address, corporate notices may be given to such person by mail directed to such person
at such person’s post office address, if any, as the same appears on the stock record books of the Corporation or at such person’s last known post office address or as otherwise provided by applicable law. 
 SECTION 4. Lost, Stolen, Destroyed and Mutilated Certificates. The holder of any certificate representing any shares of capital
stock of the Corporation shall notify the Corporation of any loss, theft, destruction or mutilation of such certificate. The Corporation may issue to such holder a new certificate or certificates for shares, upon the surrender of the mutilated
certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction. The Board, or a committee designated thereby, or the transfer agents and registrars for the capital stock, may,
in their discretion, require the owner of the lost, stolen or destroyed certificate, or such person’s legal representative, to give the Corporation an indemnity or a bond in such sum and with such surety or sureties as they may direct to
indemnify the Corporation and said transfer agents and registrars against any claim that may be made on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. 
 SECTION 5. Regulations. The Board may make such additional rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificated or uncertificated shares of capital stock of each class of the Corporation and may make such rules and take such action as it may deem expedient concerning the issue of certificates in replacement of
certificates claimed to have been lost, stolen, destroyed or mutilated. 
 SECTION 6. Fixing Date for Determination of
Stockholders of Record. In order that the Corporation may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution
or allotment or any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may, except as otherwise provided by applicable law, fix, in advance, a
record date or record dates, as applicable. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may
fix a new record date or record dates. 
  

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 SECTION 7. Transfer Agents and Registrars. The Board may appoint, or authorize
any officer or officers to appoint, one or more transfer agents and one or more registrars. 
 ARTICLE VI 
 Indemnification 
 SECTION 1. Indemnification in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 and Section 10 of this Article VI, the Corporation shall, to the fullest extent
permitted by the DGCL and applicable Delaware law as in effect at any time, indemnify any person who (i) was or is a director or officer of the Corporation and (ii) was or is a party or is threatened to be made a party to, or was or is
otherwise directly involved in (including as a witness), any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason
of the fact that such person was or is a director or officer of the Corporation, or was or is serving at the request of the Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful. 
 SECTION 2. Indemnification in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 and Section 10 of this Article VI, the Corporation shall
indemnify any person who (i) was or is a director or officer of the Corporation and (ii) was or is a party or is threatened to be made a party to, or was or is otherwise directly involved in (including as a witness), any threatened,
pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person was or is a director or officer of the Corporation, or was or is serving at the request of the
Corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, and whether the basis of such action, suit or
proceeding is alleged action in an official capacity or in any other capacity, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery in the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite

  

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the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery in the
State of Delaware or such other court shall deem proper. 
 SECTION 3. Authorization of Indemnification. Any
indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because
such person has met the applicable standard of conduct set forth in Section 1 or 2 of this Article VI, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such
determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even
though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the Stockholders. Such determination shall be made, with respect to former
directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding set forth in Section 1 or 2 of this Article VI or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case. 
 SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on good faith reliance
on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the
Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean any other corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise
of which such person was or is serving at the request of the Corporation as a director, officer, employee, partner, member or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances
in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or 2 of this Article VI, as the case may be. 
 SECTION 5. Expenses Payable in Advance. Expenses, including attorney’s fees, incurred by a current or former director or officer in defending any action, suit or proceeding described in
Section 1 or Section 2 of this Article VI shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VI. 
  

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 SECTION 6. Non-exclusivity of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate,
any agreement, vote of Stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in Sections 1 and 2 of this Article VI shall be made to the fullest extent permitted by applicable law. The provisions of this Article VI shall not be deemed to preclude the indemnification of, or advancement
of expenses to, any person who is not specified in Section 1 or 2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL or otherwise. 
 SECTION 7. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who was or is a director,
officer, employee or agent of the Corporation, or was or is serving at the request of the Corporation, as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power
or the obligation to indemnify such person against such liability under the provisions of this Article VI. 
 SECTION
8. Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who was or is a director, officer, employee or agent of such
constituent corporation, or was or is serving at the request of such constituent corporation as a director, officer, employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate
existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect of any employee benefit plan; and references to “serving at the request of the
Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
“not opposed to the best interests of the Corporation” as referred to in this Article VI. 
 SECTION
9. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. 
  

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 SECTION 10. Limitation on Indemnification. Notwithstanding anything contained in
this Article VI to the contrary, except for proceedings to enforce rights to indemnification under this Article VI (which shall be governed by Section 11(b) of this Article VI), the Corporation shall not be obligated under this Article VI to
indemnify any director, officer, employee or agent in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board. 
 SECTION 11. Contract Rights. (a) The obligations of the Corporation under this Article VI to indemnify a person who was or
is a director or officer of the Corporation, including the duty to advance expenses, shall be considered a contract between the Corporation and such person, and no modification or repeal of any provision of this Article VI shall affect, to the
detriment of such person, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal. 
 (b) If a claim under Section 1, Section 2 or Section 5 of this Article VI is not paid in full by the Corporation within 90 days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 45 days, the person making such claim may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.
To the fullest extent permitted by applicable law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, such person shall be
entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by such person to enforce a right to indemnification hereunder (but not in a suit brought by such person to enforce a right to an advancement of
expenses) it shall be a defense, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication
that such person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal
counsel or its Stockholders) to have made a determination prior to the commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standard of conduct set forth in the DGCL,
nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its Stockholders) that such person has not met such applicable standard of
conduct, shall create a presumption that such person has not met the applicable standard of conduct or, in the case of such a suit brought by such person, be a defense to such suit. 
 ARTICLE VII 
 Miscellaneous 
 SECTION 1. Seal. The Board shall provide a suitable corporate seal, which shall bear, but not be limited to, the full name of
the Corporation and shall be in the charge of the Secretary. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. If and when so directed by the Board or a duly authorized committee
thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer. 
  

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 SECTION 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution by the Board and if not so fixed by the Board the fiscal year shall be the calendar year. 
 SECTION
3. Waiver of Notice. Whenever any notice whatsoever is required to be given by these By-laws, by the Certificate or by applicable law, the person entitled thereto may, either before or after the meeting or other matter in respect of
which such notice is to be given, waive such notice in writing or as otherwise permitted by applicable law, which shall be filed with or entered upon the records of the meeting or the records kept with respect to such other matter, as the case may
be, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice. 
 SECTION 4. Amendments. Unless a higher percentage is required by the Certificate, these By-laws may be altered, amended or repealed, in whole or in part, or new by-laws may be adopted by (i) the affirmative vote of the
holders of not less than a majority of the combined voting power of the then outstanding shares of all classes and series of capital stock of the Corporation entitled generally to vote on the election of the directors of the Corporation, voting
together as a single class, or (ii) by a majority of the Whole Board. 
 SECTION 5. Subject to Law and Certificate
of Incorporation. All powers, duties and responsibilities provided for in these By-laws, whether or not explicitly so qualified, are qualified by the provisions of the Certificate and applicable law. 
 SECTION 6. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized
in these By-laws, facsimile signatures of any officer or officers of the Corporation may be used at any time unless otherwise restricted by the Board or a committee thereof. 
 SECTION 7. Time Periods. In applying any provision of these By-laws which requires that an act be done or not be done a
specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be
included. 
  

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